KZIA Kazia Therapeutics Ltd

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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16 October 2017

Dear Fellow Shareholder,

I am pleased to invite you to attend the 2017 Annual General Meeting of the shareholders of Novogen Limited, which is scheduled to be held at 2pm (Sydney time) on 15 November 2017 at K&L Gates: Level 31, 1 O’Connell Street, Sydney NSW 2000.

Enclosed with this letter is the Notice of Meeting, which details the items of business to be covered at the Meeting. Each of the Resolutions that will be presented to shareholders is explained in detail herein. However, I wanted to take the opportunity to also offer some general background remarks, as this is a particularly important moment in the evolution of our Company.

You will be aware that Novogen has been through a period of remarkable transformation over the past two years. Your Board took the view that the long-term success of the Company depended upon us building a diversified portfolio of high-quality, clinical-stage pharmaceutical assets, the scientific excellence and commercial potential of which could be recognised by sector specialist investors and potential partners. Only by so doing could we reasonably hope to grow the long-term value of the business.

To this end, we have recruited a highly-credible and internationally experienced new management team, led by our Chief Executive Officer, Dr James Garner. We have defined a clear strategy for the Company, which involves identifying high-potential programs in pharmaceutical companies, where some of the work has already been done, some of the investment made, some of the risk removed, and some of the potential demonstrated, but which are no longer consistent with the strategic priorities of the company that discovered them. We aim to adopt these undervalued programs and demonstrate their potential through highly-focused development work, so that we can partner them with other companies for commercialisation. It is an innovative approach, and one which we firmly believe represents the best opportunity to deliver value for patients and shareholders. We have put this strategy into practice through the in-licensing of GDC-0084, a promising new therapy for glioblastoma, the primary and most aggressive form of brain cancer, from Genentech, one of the world’s most successful oncology drug developers. We are actively searching for and reviewing other clinical phase compounds that will augment our portfolio.

Our new approach is tantamount to a reinvention of the Company, and your Board feels that it is time to recognise this by changing the name and capital structure. Accordingly, two of the Resolutions that we have asked you to consider will effect a rebranding of Novogen to Kazia Therapeutics Limited , and a consolidation of our common stock at a 10:1 ratio. We recognise that such measures are sometimes considered cosmetic, but I want to assure you that in this case they are carefully considered, and integral components of a well-planned corporate transformation.

Novogen has been many things to many people, and we remain proud of our historical achievements. However, to fully realise our future potential, we need our stakeholders to be able to see us with fresh eyes, and to consider us without the encumbrance of the Company’s numerous and varied past iterations. With the imminent return of GDC-0084 to the clinic, and the successful transition of Cantrixil into human trials last year, Novogen has earned the right to redefine itself, and your Board seeks your support for the Company’s revitalised sense of purpose.

Drug development is invariably a capital-intensive business, and any company that pursues new therapies for a disease as challenging as cancer is required to boldly make significant investments in order to have any chance of success. Your Board fully recognises the obligation this imposes to take the utmost care in the use of shareholder funds, and we have not been afraid to terminate unpromising programs and to realise significant cost savings by eliminating expenditure. Indeed, we have taken it upon ourselves in recent months to shrink the size of the Board, and to reduce the average fees paid to each Director. We are carefully considering all available options so that the work of the Company may continue to be appropriately funded.

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The Company has achieved much in this past year, and your Board shares the understandable frustration of Shareholders that these achievements are yet to be fully recognised by the market. The package of Resolutions that are being put forward at the upcoming Annual General Meeting have been carefully designed to remedy this, and I commend them to you in the strongest possible terms. My fellow Directors and I are committed to working tirelessly to advance Novogen’s important work, and we ask for your support to complete the Company’s transformation and to place it on a solid foundation for success in the year ahead.

Yours sincerely,

Iain Ross

Chairman of the Board

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NOVOGEN LIMITED

ABN 37 063 259 754

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

THE MATTERS RAISED IN THIS DOCUMENT WILL AFFECT YOUR SHAREHOLDING IN THE COMPANY. YOU ARE ADVISED TO READ THIS DOCUMENT IN ITS ENTIRETY BEFORE THE ANNUAL GENERAL MEETING REFERRED TO BELOW IS CONVENED.

IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE IN RESPONSE TO THIS DOCUMENT, PLEASE CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.

NOTICE OF ANNUAL GENERAL MEETING,

EXPLANATORY STATEMENT

AND

PROXY FORM

THIS IS A NOTICE OF THE 2017 ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD AT 2 PM ON WEDNESDAY 15 NOVEMBER 2017 AT THE OFFICES OF K&L GATES AT LEVEL 31, 1 O’CONNELL STREET, SYDNEY NSW 2000.

A PROXY FORM FOR USE AT THIS MEETING IS INCLUDED WITH THIS DOCUMENT.

TO BE VALID, PROXY FORMS MUST BE COMPLETED AND RETURNED TO THE COMPANY’S SHARE REGISTRY, COMPUTERSHARE, BY NO LATER THAN 5 PM (NEW YORK TIME) ON 7  NOVEMBER 2017.

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PART A: ABOUT THESE DOCUMENTS

Shareholders in Novogen Limited ABN 37 063 259 754 ( Company ) are requested to consider and vote upon each of the Resolutions set out in the Notice.

You can vote by completing and returning the Proxy Form DIRECTLY to the Depository in the manner set out on the Proxy Form. The Company’s Depository must receive your duly completed Proxy Form by no later than 5.00 pm (New York time) on Tuesday 7 November 2017.

A glossary of capitalised terms used throughout this Document (including the Proxy Form) is contained in Part E . Unless expressly provided otherwise in this Document, each capitalised term used in this Document has the meaning given in Part E .

Please read the whole of this Document carefully before determining how you wish to vote and then cast your vote accordingly.

PLEASE NOTE THAT IF YOU DO NOT VOTE YOUR SHARES THEN YOUR VOTE LAPSES. THE DEPOSITORY HAS BEEN INSTRUCTED NOT TO DIRECT UNVOTED SHARES TO THE CHAIRMAN OF THE MEETING. ONLY BY COMPLETING THE ATTACHED PROXY FORM WILL YOU HAVE YOUR SAY IN THE MATTER OF THE RESOLUTIONS PUT TO THE MEETING.

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PART B: LETTER FROM THE BOARD

16 October 2017

Dear Fellow Shareholder

We are pleased to invite you to attend the 2017 Annual General Meeting of the Shareholders of Novogen Limited, which is scheduled to be held at Level 31, 1 O’Connell Street, Sydney NSW 2000 at 2pm (Sydney time).

Enclosed with this letter is the Notice of Meeting, which details the items of business to be dealt with at the Meeting. We hope you will consider the matters presented to you in this Notice and support us in our endeavours to continue to grow the Company.

The full range of R&D activities of the Company is presented on the Novogen website ( www.novogen.com ).

AGENDA

The resolutions on the agenda for this Meeting are for:

Except in cases where it is obliged to refrain from making a recommendation, the Board recommends that Shareholders vote FOR all resolutions.

BACKGROUND

Resolution 1

In order to attract and retain appropriate management expertise, the Remuneration Committee of the Board carefully benchmarks executive compensation against other comparable companies. Executives are typically remunerated through a fixed cash component, a cash-based short-term incentive component based on delivery of value-driving objectives during each year, and a long-term incentive program utilising share options to align interests with shareholders.

It should be noted that the Remuneration Report in this year’s Annual Report is complicated to a certain extent by significant change in the Key Management Personnel during the year, and therefore includes several positions that have become redundant and several overlapping positions.

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The Non-Executive Directors fees have recently been revised and on average reduced to preserve the Company’s cash position. Non-Executive Director fees for the year ending 30 June 2018 are anticipated to amount to less than $300,000. In addition, each of the Directors has purchased Shares on market during FY 2017, and this serves to further align themselves to the interests of Shareholders

Resolution 2

Bryce Carmine brings very valuable and deep expertise in the field of drug development, including portfolio management skills, to the Board, and is extensively connected in the life sciences and investment communities. He had made a strong contribution to the Board since joining in 2015, not least through his Chairmanship of the Scientific Committee and Audit Committee.    

Resolution 3

Novogen has maintained its current name for over two decades, but the business has transformed radically in the last two years. Increasingly, the history of the name ‘Novogen’ makes it more challenging for investors and other stakeholders to focus on the new direction of the business. Accordingly, the Board proposes changing the name of the Company to Kazia Therapeutics Limited.

Resolution 4

The large number of Shares on issue results in increased costs for the Company, and causes the Share price to be low relative to the market capitalisation. The proposed consolidation will reduce the Company’s administrative and share registry costs in relation to the Shares.

Resolution 5

The Company currently has an Employee Share Option Plan (ESOP) in place, but is required to obtain reauthorisation for this every three years, and is accordingly seeking approval from Shareholders at this Annual General Meeting. In common with other early-stage growth companies, Novogen uses equity-based remuneration as part of the compensation and incentivisation of staff, and would otherwise be required to make greater recourse to the Company’s cash reserves in order to appropriately compensate and incentivise its staff.

Resolution 6

ASX Listing Rule 7.1 allows for listed companies to issue up to 15% of their issued share capital in new equity on a rolling twelve-month basis. Companies outside the ASX300 may additionally seek annual authorisation from Shareholders to place up to an additional 10% of their issued share capital under Listing Rule 7.1A. Such approval may only be sought at a company’s annual general meeting. This is a valuable facility that allows companies to respond promptly to maximise opportunities that may be afforded by capital markets.

Accordingly, Novogen seeks to renew its additional 10% capacity under Listing Rule 7.1A. Approval has previously been sought, and granted, in the 2016, 2015, and 2014 Annual General Meetings. In the last two years, no new equity securities have been issued under this facility, but the Company nevertheless considers it highly desirable to maintain maximal flexibility to fund itself under the most optimal terms available.

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VOTING

You are encouraged to vote by completing the attached proxy form. To be valid for the purposes of the Meeting, Proxy Forms must be completed and returned as instructed by no later than 5.00 pm (New York time) on Tuesday 7 November 2017. Full instructions for voting by proxy are detailed on the back of the Proxy Form.

Your vote is important and we encourage you to complete the Proxy Form accompanying this Document and return it to the Depository in accordance with the directions provided.

Yours faithfully

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Section 2: Business of the Meeting

To receive and consider the financial statements of the Group for the 12 months ended 30 June 2017 and the related reports of the Current Directors and the Auditor (as contained in the Annual Report).

During this item of business, Shareholders will have the opportunity to ask questions about and comment on the Company’s management, operations, financial position, business strategies and prospects.

Shareholders will also have the opportunity for direct questions to the Auditor, to the extent relevant to the conduct of the audit of the Company, the preparation and contents of the Auditor’s Report contained in the Annual Report, the accounting policies adopted by the Company in the preparation of its financial statements and the independence of the Auditor.

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

Resolution 1 – Adoption of Remuneration Report

“That, the Remuneration Report for the year ended 30 June 2017 as set out in the Company’s Annual Report for the year ended 30 June 2017 be adopted.”

*Please note that section 250R(3) of the Corporations Act 2001 (Cth) provides that the vote on this resolution is advisory only and does not bind the Directors or the Company

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To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

Resolution 2 – Re-Election of Bryce Carmine

“To re-elect Bryce Carmine who retires by rotation in accordance with ASX Listing Rule 14.4 and clauses 21.1 and 21.7 of the Company’s Constitution and being eligible, offers himself for re-election as a Director.”

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

Resolution 3 – Adoption of New Name

“That, for the purpose of section 157(1) of the Corporations Act 2001, and for all other purposes, the Company’s name be changed from Novogen Limited to Kazia Therapeutics Limited with effect from the day on which the Australian Securities and Investments Commission alters the details of the Company’s registration.”

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

Resolution 4 – Consolidation of the Company’s Shares

“That pursuant to Section 254H(1) of the Corporations Act, and for all other purposes, the Shareholders approve the consolidation of all of the Shares in the capital of the Company on the basis that every existing 10 fully paid ordinary share convert into one (1) fully paid ordinary share (rounded to the next whole number of shares), effective from the passing of this resolution.”

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

Resolution 5 – Approval of Employee Share Option Plan

“That the shareholders re-approve the Company’s Employee Share Option Plan first adopted by the Board of Directors on 4 March 2015 for the purposes of ASX Listing Rules 7.1 and 7.2 Exception 9, section 200B of the Corporations Act 2001 (Cth) and for all other purposes, as laid before the meeting, a copy of which is available for inspection at the registered office of the Company.”

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To consider and, if thought fit, to pass the following resolution as a Special Resolution :

Resolution 6 – Approval of additional placement capacity

“That pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the increase in the capacity of the Company to issue equity securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions stated in the Explanatory Memorandum which accompanies this Notice of Meeting.”

OTHER BUSINESS

To transact any other business as may be brought before the Meeting in accordance with the Constitution of the Company and of which the requisite notice has been given.

Section 3: Directions Regarding Meeting

Please read this Document carefully and in its entirety before determining how you wish to vote in relation to the Resolution, and then cast your vote accordingly, either in person or by proxy or authorised representative.

If you do not understand any part of this Document, or are in any doubt as to the course of action you should follow in response to this Document, you should contact your stockbroker or financial or other professional adviser immediately.

Determination of Membership and Voting Entitlement for the Purpose of the Meeting

For the purpose of determining a person’s entitlement to vote at the Meeting and in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), a person will be recognised as a Shareholder if that person is registered as a Shareholder at 7.00 pm (Sydney time) on Monday 13 November 2017.

How to Vote

You may vote by attending the Meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, please attend the Meeting on the date, time and place set out above.

Voting by Proxy

To vote by proxy, please complete and sign the Proxy Form enclosed with this Document as soon as possible and deliver the duly completed Proxy Form to the Share Registry in accordance with the instructions at the end of this document.

Proxies

A Shareholder entitled to attend and vote at the Meeting pursuant to the Constitution is entitled to appoint no more than two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion of the member’s voting rights. A proxy need not be a Shareholder. Any instrument of proxy deposited or received by the Company in which the name of the appointee is not filled in shall be deemed to be given in the favour of the Chair.

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The instrument appointing a proxy, as well as any power of attorney (or a certified copy thereof) under which a proxy is appointed, must be received by the Company or the Share Registry by no later than 2.00 pm (Sydney time) on Monday 13 November 2017, in accordance with the instructions provided on the back of the Proxy Form.

The instrument of appointment of a proxy must be executed by the appointor or its duly authorised representative. The Proxy Form which accompanies this Notice may be used to appoint a proxy for the purposes of the Meeting.

Corporate Representative

A Shareholder that is a company and that wishes to appoint a person to act as its representative at the Meeting must provide that person with a letter executed in accordance with the company’s constitution and the Corporations Act authorising him or her to act as the Shareholder’s representative.

Voting Exclusion Statements

Resolution 1

In accordance with the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of the following persons:

However, a person described above may cast a vote on this Resolution if:

Resolution 5

Pursuant to Listing Rule 7.2 Exception 9, the Company will disregard any votes cast on Resolution 5 by:

However, the Company need not disregard a vote if:

Resolution 6

The Company will disregard any votes cast on the proposed Resolution 6 by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

However, the Company need not disregard a vote if:

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OTHER BUSINESS

To transact any other business as may be brought before the Meeting.

By order of the Board

Kate Hill

Company Secretary

Dated: 16 October 2017

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PART D: EXPLANATORY STATEMENT

This Explanatory Statement is included in and forms part of the Notice of Meeting. It contains an explanation of, and information about, the Resolutions to be considered at the Meeting. It is given to Shareholders to help them determine how to vote on the Resolutions set out in the Notice of Meeting.

Shareholders should read this Explanatory Statement in full as the individual sections of this Document may not necessarily give a comprehensive review of the Resolutions proposed in the Notice of Meeting.

If you are in doubt about what to do in relation to a Resolution, you should consult your stockbroker or financial advisor or other professional advisor.

Accounts and Reports

The Corporations Act requires the Company to lay before the Annual General Meeting the Financial Report, Directors’ Report (including the Remuneration Report) and the Auditor’s Report for the financial year ended 30 June 2017.

Shareholders will be offered the opportunity to discuss the Financial Report, Directors’ Report and Auditor’s Report at the meeting. Copies of these reports can be found on the Company’s website http://www.novogen.com.

There is no requirement for Shareholders to approve the Financial Report, Directors’ Report and Auditor’s Report. Shareholders will be offered the following opportunities:

In addition to taking questions at the Annual General Meeting, written questions to the Chairman about the management of the Company, or to the Company’s auditor about:

may be submitted no later than 5 business days before the Annual General Meeting to the Company Secretary at the Company’s registered office.

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RESOLUTIONS

Board comment

The Board offers the following observations on the Remuneration Report:

As set out in the Notice of Meeting, any member of the KMP whose remuneration details are included in the Remuneration Report, together with a closely related party of those members, are excluded from casting a vote on Resolution 1.

Accordingly, the Board abstains from making a recommendation in relation to Resolution 1. The Chairman intends to exercise all undirected proxies in favour of Resolution 1.

Background to the Resolution

The Remuneration Report is contained in the “Directors’ Report” section of the Annual Report. Publicly listed companies are required to submit their remuneration reports to a vote for adoption at each of their annual general meetings. Whilst the following resolution is to be determined as an ordinary resolution, it is advisory only and does not bind the Directors or the Company.

The Corporations Act provides that:

As no “first strike” occurred at the Company’s 2016 Annual General Meeting for the 2016 Remuneration Report, the current “strike” count is zero. If a “first strike” was to occur at the 2017 Annual General Meeting:

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During this item of business, Shareholders will have the opportunity to ask questions about and comment on the Remuneration Report.

Voting Exclusion Statement:

The voting exclusion statement in respect of Resolution 1 is set out in Part C, Section 2 of this Document.

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Board Recommendation

Bryce Carmine brings very valuable and deep expertise in the field of drug development, including portfolio management skills, to the Board, and for that reason the Directors (in the absence of Mr Carmine) unanimously recommend shareholders vote in favour of Resolution 2. The Chairman intends to exercise all undirected proxies in favour of Resolution 2.

Background to the Resolution

Clauses 21.1 of the Company’s Constitution of the Company’s Constitution provides that, amongst other things, a Director must not hold office without re-election for more than 3 years or following the third annual general meeting after that Director last appointment or re-election, whichever is the longer. Clause 21.7 provides that a Director who retires from office under the Constitution will be eligible for re-election to the Board at the meeting at which that Director retires from office.

The length of time a Director has been in office is computed from that Director’s last election. Mr Carmine was last re-elected to the Board at the 2015 Annual General Meeting of the Company.

As at the date of this Notice of Meeting, the Board of the Company comprised of three Directors who are subject to rotation. The Director longest in office without being re-elected is Bryce Carmine and is therefore required to retire.

Bryce Carmine credentials

Bryce Carmine spent 36 years working for Eli Lilly & Co. and retired as Executive Vice President for Eli Lilly & Co, and President, Lilly Bio-Medicines. Prior to this he led the Global Pharmaceutical Sales and Marketing and was a member of the company’s executive committee.

Bryce previously held a series of product development portfolio leadership roles culminating when he was named President, Global Pharmaceutical Product Development, with responsibility for the entire late-phase pipeline development across all therapeutic areas for Eli Lilly.

During his career with Lilly Bryce held several country leadership positions including President Eli Lilly Japan, Managing Dir. Australia/NZ & General Manager of a JV for Lilly in Seoul, Korea.

Bryce has been CEO and Chairman of HaemaLogiX Pty Ltd, a Sydney based biotech company, since March 2015.

Bryce Carmine, being eligible, offers himself for re-election.

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Board Recommendation

Novogen has been many things to many people, and we remain proud of our historical achievements. However, to fully realise our future potential, we need our stakeholders to be able to see us with fresh eyes, and to consider us without any negative effects from the past. With the imminent return of GDC-0084 to the clinic, and the successful transition of Cantrixil into human trials last year, your Board seeks your support for the Company’s revitalised sense of purpose that it believes this will be assisted by the proposed change of its company name.

The Directors believe that Resolution 3 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution 3. The Chairman intends to exercise all undirected proxies in favour of Resolution 3.

Background to the Resolution

In accordance with section 157 of the Corporations Act, if a company wants to change its name, it must pass a special resolution adopting a new name. It is proposed that shareholders approve the Company’s name being changed from ‘Novogen Limited’ to ‘Kazia Therapeutics Limited. The Board has approved this change of name subject to the approval of shareholders.

ASIC alters the details of the Company’s registration. The name ‘Kazia Therapeutics’ Limited has been reserved by the Company, applicable trademarks have been applied for and domain names have been registered.

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Board Recommendation

The purpose of the Consolidation is to implement a more appropriate capital structure for the Company going forward and to enable the Company to operate more efficiently and reduce administrative costs associated with operating a share register with such a large number of shares on issue.

The Directors believe that Resolution 4 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution 4. The Chairman intends to exercise all undirected proxies in favour of Resolution 4.

Background to the Resolution

Resolution 4 seeks Shareholder Approval to consolidate the number of Shares on issue on a 1 new Share for every 10 existing Shares held as at 31 December 2017 ( Consolidation ). Fractional entitlements arising from the consolidation will be rounded up to the nearest whole number of shares.

Should this Resolution be approved, the following changes will be made to the Company’s other equity securities:

Additional Board Comments

A proportion of the Company’s shares are held on NASDAQ in the form of American Depository Receipts ( ADR s), which currently consolidate ASX shares (with a corresponding change to the Company’s option terms) at a 100:1 ratio. Should this Resolution 4 be approved by Shareholders, it is Novogen’s intent to instruct the Depository Holder to adjust the ratio at which the Company’s ADRs consolidate in the same proportion as contemplated by this Resolution 4, namely from 100:1 to 10:1, so that the price of the NASDAQ securities is held is not anticipated to changes proportionally. This step (to alter the number of Shares each ADR represents) does not require the approval of Shareholders, but is included here for information purposes so that Shareholders may consider the proposed Resolution 4 in its full context.

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Board Comments

Having recruited new leadership over the last two years the Board is committed to incentivising and retaining the Company’s personnel in a manner which promotes alignment of their interests with shareholder interests, whilst ensuring our remuneration package for all eligible participants is market-competitive. The company’s ability to execute our strategy is dependent on the experienced talent we have recruited, and their retention and alignment with shareholders’ interests is critical. At the same time, the Company desires to maintain flexibility to respond promptly to maximise opportunities afforded by capital markets.

Accordingly, the Board seeks further shareholder approval of the Company’s existing employee share option plan ( ESOP or Plan ) for the purposes of ASX Listing Rule 7.2 Exception 9. A summary of the ESOP is set out later in these Explanatory Notes.

As the Directors are excluded from voting upon this resolution pursuant to the ASX Listing Rules, the Directors will not make a recommendation to shareholders with respect to vote in relation to this Resolution. The Chairman intends to exercise all undirected proxies in favour of Resolution 5.

Background to the Resolution

Where Resolution 4 in this Notice of Meeting ( Consolidation ) is approved, any Options (and Shares upon exercise of any Options) issued under the Plan after the implementation of the Consolidation will be issued on the basis that the exercise price and number of Shares to issue on an exercise of an Option will be calculated and stated in the terms of the Options on a post Consolidation basis. Any Options issued under the Plan prior to the implementation of the Consolidation will be adjusted in accordance with the ASX Listing Rules (by a proportionate increase in the exercise price and a decrease, in the corresponding proportion, in the number of Shares to issue upon an exercise of the Option) such that the Option holder will be in no worse position as a result of the Consolidation.

Corporations Act

Section 200B of the Corporations Act prohibits a company from providing a benefit in connection with the retirement of a managerial or executive officer ( Employment Retirement Benefit ) unless there is prior shareholder approval under section 200E.

Shareholder approval in accordance with sections 200B and 200E of the Corporations Act is sought under Resolution 5 in connection with the provision of options under the terms of the proposed Employee Share Option Plan, as in certain circumstances the Board has the power to accelerate vesting of option issued under the Employee Share Option Plan.

For instance, where shareholders pass Resolution 5, the Board may accelerate vesting of option entitlements on a retirement of a managerial or executive officer - which could constitute a benefit otherwise prohibited under section 200B.

The Board has not determined that it will exercise discretion to grant any Employment Retirement Benefits. In the circumstances of a possible Employment Retirement Benefit, the value of the benefits that the Board may give under the Plan cannot be determined in advance, as many of the factors that will or are likely to affect that value will not be known until the time the benefit is decided to be awarded (if at all).

Specifically, the value of an Employment Retirement Benefits will depend on a number of factors, including the Company’s share price at the time.

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ASX Listing Rules

Listing Rule 7.1 requires shareholder approval for an issue of equity securities if, over a rolling 12-month period, the amount of equity securities issued (without prior shareholder approval) is more than 15% of the number of ordinary shares on issue at the start of that 12-month period.

Listing Rule 7.2 exception 9 provides that an issue of securities under an employee incentive scheme does not detract from the available 15% limit under Listing Rule 7.1 if the issue of securities is made under an employee incentive scheme and that employee incentive scheme was approved by shareholders no more than three years before the date of issue of the securities. The ESOP is regarded as an employee incentive scheme for the purposes of Listing Rule 7.2 and this Resolution 3 seeks shareholder approval for the ESOP to meet the 3-year approval requirement.

The Company intends that any issue of options under the ESOP does not detract from the Company’s Listing Rule 7.1 15% entitlement. Accordingly, it is seeking shareholder approval in order for the Company to be able to issue options pursuant to the ESOP ( Options ) and have those Options qualify under exception 9 to Listing Rule 7.2.

Information required for Listing Rule 7.2 Exception 9(b)

Listing Rule 7.2 Exception 9(b) requires the information detailed in sections (a), (b) and (c) below to be provided to members for approval under this resolution:

The Company has previously issued 13,060,000 Options pursuant to the ESOP since its last approval in March 2015.

The voting exclusion statement in respect of Resolution 5 is set out in Part C, Section 2 of this Document.

The key terms of the Novogen Employee Share Option Plan ( ESOP ) are summarised in the table below:

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Further Voting restrictions

Insofar as Resolution 5 could relate to the provision of an Employment Retirement Benefit, in accordance with the Corporations Act, a vote on Resolution 5 must not be cast (in any capacity) by or on behalf of any person who may be entitled to receive a benefit in connection with that person’s retirement from a managerial or executive office in the Company (or any related body corporate), or an associate of that person. However, a person is entitled to cast a vote if:

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This means that any Participant who holds a managerial or executive office (or has done so in the last 3 years) is not permitted to vote on Resolution 5 other than as a proxy.

Voting Exclusion Statement:

The voting exclusion statement in respect of Resolution 5 is set out in Part C, Section 2 of this Document.

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Board Recommendation

The Company desires to maintain flexibility to respond promptly to maximise opportunities afforded by capital markets, and to do this the Company again seeks approval from shareholders for increased placement capacity. The most likely use of this increased capacity would be to take advantage of an opportunity to raise additional funds to apply to the progression of our lead candidates, GDC 0084 and Cantrixil, through clinical trials.

Approval has been sought and granted in the 2016, 2015 and 2014 Annual General Meetings and has been granted in each of those years, although not always utilised. Equity Securities issued under Listing Rule 7.1A in the twelve-month period since each of the respective Meetings are set out below:

The Directors believe that Resolution 6 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution 6. The Chairman intends to exercise all undirected proxies in favour of Resolution 6.

Background to the Resolution

ASX Listing Rule 7.1A enables eligible entities, after obtaining shareholder approval at an annual general meeting, to issue equity securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1. This Resolution 6 seeks approval to allow the Board the flexibility to issue additional Shares if it so decided. The Board may decide not to issue any Shares pursuant to ASX Listing Rule 7.1A.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue equity securities under the 10% Placement Facility. The exact number of equity securities that may be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2.

Description of Listing Rule 7.1A

Any equity securities issued under the 10% Placement Facility ( Placement Securities ) must be in the same class as an existing quoted class of equity securities of the Company. The Company, as at the date of the Notice, has on issue two classes of equity securities, being ordinary shares ( Shares ) and Listed options ( Options ).

Resolution 6 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

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Listing Rule 7.1A.2 provides that eligible entities which have obtained Shareholder approval at an annual general meeting may issue or agree to issue, during the 12-month period after the date of the annual general meeting, a number of Placement Securities calculated in accordance with the following formula:

Additional Capacity = (A x D) – E

where:

A is the number of shares on issue 12 months before the date of issue or agreement to issue:

D is 10%

E is the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of Shareholders under Listing Rule 7.1 or 7.4.

The issue price of Placement Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of equity securities in the same class calculated over the 15 trading days immediately before:

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

(10% Placement Period).

The effect of Resolution 6 will be to allow the Directors to issue the Placement Securities under Listing Rule 7.1A during the 10% Placement Period without using any of the Company’s 15% placement capacity under Listing Rule 7.1.

Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

If any Placement Securities are issued, the minimum price the Placement Securities will be issued at is the price determined in accordance with the ASX Listing Rule 7.1A.3.

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The actual number of Placement Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Placement Securities in accordance with the formula prescribed in Listing Rule 7.1A.2.

(b) Effect on existing (non-participating) Shareholders

If Resolution 6 is approved by Shareholders and the Company issues Placement Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table. There is a risk that:

The below table is included for illustrative purposes and shows the potential dilution of existing Shareholders on the basis of the current market price of the Shares as at 30 September 2017 and the current number of Shares for variable “A” (above) calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

The table has been prepared on the following assumptions:

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The table also assumes pre-consolidation share prices. Where Resolution 4 in this Notice of Meeting ( Consolidation ) is approved, any Placement Securities issued pursuant to ASX Listing Rule 7.1A will be issued on a post Consolidation basis, in which case the Share numbers and issue prices provided by way of example in the table above would need to be proportionately adjusted to be reviewed on a post Consolidation basis.

The Company will only issue and allot the Placement Shares during the 10% Placement Period, that is, at any time up to 15 November 2018. An approval given under Resolution 6 for the issue of the Placement Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

The Company intends that funds raised from the issue of any the Placement Securities be applied for advancing the Company’s key assets, GDC 0084 and Cantrixil, through clinical trials. The Company may also seek to issue Placement Securities as non-cash consideration or cash consideration for the acquisition of new in-licensed assets, intellectual property assets or as cash for general working capital purposes.

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The total amount raised by the issue of Placement Securities will depend on the issue price of Shares at the time of their issue. As at the date of this Notice, the Company has not formed an intention to offer any Placement Securities to any particular person or at any particular time, assuming that Resolution 6 is passed.

The specific purposes for which any particular issue is made pursuant to the Additional Issue Approval will be disclosed by way of an ASX announcement at the time of the issue. The Company will comply with the disclosure obligations under Listing Rules 7.1A (4) and 3.10.5A upon issue of any Placement Securities.

The Company’s share allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Placement Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new intellectual property assets or investments, it is possible that the allottees under the 10% Placement Facility will be the vendors of the new intellectual property assets or investments.

The total number of equity securities issued in the 12 months preceding the date of this Meeting is set out in the below table:

The following are the details of all issues of equity securities by the Company during the 12 months preceding the date of this meeting:

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Voting Exclusion Statement: The voting exclusion statement in respect of Resolution 6 is set out in Part C, Section 2 of this Document.

As at the date of this Notice, the Company has not identified any particular person or class of persons who may participate in an issue made pursuant to, or otherwise benefit from, the passing of Resolution 6.    As such, no Existing Shareholders shall be excluded from voting on Resolution 6.

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